e. with the self-regulatory rules of the Type 2 Financial Instruments Firms Association. Even if not a member of that association, it is required under FIEA to implement systems based on the self-regulatory rules of that association (Article 29-4(1)(iv)(d) of FIEA). If the total amount sought by investment-type crowdfunding in the preceding one year is less than 100 million yen, and the amount invested by each investor (excluding Professional Investors) is no more than 500,000 yen, then the platform is a Type 2 Small Amount Electronic Public Offering Service, and a person engaged solely in that business is subject to less regulation than a Type 2 Financial Instruments Business Operator (Article 29-4-3 of FIEA). Type 1 Financial Instruments Business (Type 1 Small Amount Electronic Public Offering Service) The above diagram shows a model where many and unspecified investors purchase new shares in a privately-held company that is raising financing by issuing shares through an online platform. The issuing company must disclose the terms of the primary offering on the platform. Unlike with a fund where the issuer solicits investors for the acquisition of its own shares, there is no need for registration as a Financial Instruments Business. However, when soliciting 50 or more investors for the acquisition of shares valued at over 100 million yen in total, the issuer is required to submit a securities registration statement (Article 4 of FIEA). An issuer considering soliciting many and unspecified investors can attempt to reach investors through a platform operator rather than directly soliciting investors. On the other hand, however, for a platform operator that handles shares, registration as a Type 1 Financial Instruments Business is required (Article 2(8)(ix), Article 28(1)(i), and Article 29 of FIEA). If the total amount sought by investment-type crowdfunding using the above platform in the preceding one year is less than 100 million yen, and the amount invested by each investor (excluding Professional Investors) is no more than 500,000 yen, then the platform is a Type 1 Small Amount Electronic Public Offering Service, and if engaged solely in Type 1 Small Amount Electronic Public Offering Services, the operator is subject to less regulation, as in the case of Type 2 Small Amount Electronic Public Offering Services (Article 29-4-2 of FIEA). Example Financing Structure – Share-Type Crowdfunding 58
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